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FACTSET RESEARCH SYSTEMS INC

For the period ended Dec 18, 2025. Filed Oct 27, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 18, 2025 · Filed Oct 27, 2025

FDS$327.89-3.7%Stored close · as of Nov 6, 2026
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Contents

Decision-Making Process

Role of the Compensation and Talent Committee

The Compensation and Talent Committee oversees our executive compensation program, including the evaluation and approval of the compensation plans, policies and programs offered to our CEO, NEOs and the CEO’s other direct reports. The Committee also focuses on helping the Company recruit and retain the talent needed to continue to drive FactSet's growth, including overseeing our human capital matters. The Compensation and Talent Committee operates under a written charter adopted by the Board, and is comprised entirely of independent, non-employee directors, including the Chair of our Board of Directors. A copy of the Committee Charter is available on our website athttps://investor.factset.com on the Corporate Governance page of our Investor Relations website.

The Compensation and Talent Committee defines and approves the overall compensation philosophy and strategy for the Company and its executive officers and employees. The Compensation and Talent Committee reviews and approves, on at least an annual basis, the corporate goals and objectives with respect to compensation for the CEO. The Committee evaluates at least once per year the CEO’s performance in light of these goals and objectives and, based upon these evaluations, sets the CEO’s annual compensation, including salary, bonus and equity and non-equity incentive compensation, on both an annual and long-term basis. The Compensation and Talent Committee reviews and approves, on at least an annual basis, the compensation structure for the CEO’s direct reports, and any executive officers of the Company (“Executive Officers”). The Compensation and Talent Committee, in consultation with the CEO, identifies appropriate performance measures and proposes performance objectives that are used in determining annual and long-term awards. The Committee discusses at least once per year the Executive Officers’ performance based upon evaluations and recommendations from the CEO, and the Committee approves the annual compensation of the Executive Officers, including salary, bonus and equity and non-equity incentive compensation, on both an annual and long-term basis. The Compensation and Talent Committee approves the total annual incentive and equity award pools. The Compensation and Talent Committee also evaluates various topics, including, but not limited to, compensation levels and mix, compensation plan design, executive performance versus the plan, peer group, succession planning, and risk assessment.

Role of the Independent Compensation Consultant

In developing the FactSet compensation structure for fiscal 2025, the Compensation and Talent Committee retained Meridian Compensation Partners ("Meridian") as its independent compensation consultant. During 2025, Meridian reviewed and assisted with incentive compensation program design, Chief Executive Officer, Executive Officer, and Director Compensation, and provided ongoing information on market trends related to executive and board compensation matters. Meridian attended Compensation and

2025 Proxy Statement 33

Talent Committee meetings and met with the Compensation and Talent Committee in executive session. The Compensation and Talent Committee uses Meridian's advice and insight to inform the eventual decision-making process. Meridian also reviewed drafts of the Company's CD&A and the Compensation Committee Report for incorporation in the Company's Proxy Statement, and reviewed the appropriateness of the proxy peer group and survey data for market comparisons. Meridian does not provide any other services to the Company. The Compensation and Talent Committee evaluated Meridian's independence relative to the standards adopted by the NYSE with regard to compensation advisor independence and determined Meridian was independent and had no conflicts of interest.

Role of Management

Management provides the Compensation and Talent Committee with materials regarding the overall financial performance of FactSet as well as operational and strategic accomplishments during the fiscal year that are evaluated to determine the amount of the annual incentive awarded. Management prepares reports to assist in the compensation process that include, but are not limited to, topics such as succession planning, plan and financial performance, annual objectives and goals, and other compensation practices. The CEO, in consultation with the Compensation and Talent Committee, establishes annual individual performance goals for each of the other Executive Officers, including the other NEOs, and the CEO conducts an annual performance evaluation of each of the Executive Officers.

Performance Evaluation

The CEO’s performance is reviewed annually by the Compensation and Talent Committee and the full Board. The CEO is not present for discussions regarding his own compensation. The CEO annually reviews the performance of each executive officer who reports to him, including the NEOs. Our CEO, along with our Chief People Officer, typically makes compensation recommendations to the Compensation and Talent Committee for all executive officers who report to the CEO, includes providing information on the individual performance of the other executive officers. These other executive officers are not present for these discussions. The Compensation and Talent Committee, in consultation with the CEO, identifies appropriate performance measures and proposes performance objectives that are used in determining annual and long-term awards. The Compensation and Talent Committee reviews materials outlining the individual performance of each executive officer reporting to the CEO, including the NEOs, with respect to their goals and objectives for the past year, measured against financial goals for FactSet’s performance as well as qualitative performance in the individual executive’s functional area.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.